Canonical page: https://sequoia-research.com/writing/how-to-choose-dst-sponsor-what-to-review-about-fees-and-related-party-transactions
Author: Sequoia Research
Published: 2026-10-18T10:18:39.929Z
Updated: 2026-10-18T10:18:39.929Z

# How to Choose DST Sponsor: What to Review About Fees and Related-Party Transactions

## What Is This Article About?

This article explains how to review a Delaware statutory trust, or DST, sponsor's fees by tracing decisions and payments. It shows how to identify the person who proposes a transaction, the party that approves it, and the business that benefits. Original Juniper Bridge examples examine fee bases, affiliated contractors, cash transfers, and sale incentives. The aim is to develop clear questions for a specific offering, without treating a low fee or a disclosed conflict as an investment verdict.

## Table of Contents

- [Start With a Decision and Payment Map](#start-with-a-decision-and-payment-map)
- [Match Every DST Fee to Its Base and Funding Source](#match-every-dst-fee-to-its-base-and-funding-source)
- [Trace Included Fees Without Counting Them Twice](#trace-included-fees-without-counting-them-twice)
- [Separate Ownership From Decision Authority](#separate-ownership-from-decision-authority)
- [Compare Related-Party Contracts on Equal Terms](#compare-related-party-contracts-on-equal-terms)
- [Read Master-Tenant Economics Alongside Trust Cash](#read-master-tenant-economics-alongside-trust-cash)
- [Distinguish New Support From Internal Transfers](#distinguish-new-support-from-internal-transfers)
- [Test Incentives When Conditions Change](#test-incentives-when-conditions-change)
- [Follow the Money Through an Affiliated Sale](#follow-the-money-through-an-affiliated-sale)
- [Turn Missing Answers Into Specific Review Decisions](#turn-missing-answers-into-specific-review-decisions)
- [Frequently Asked Questions](#frequently-asked-questions)
- [About Sequoia Research](#about-sequoia-research)
- [Sources](#sources)

## Start With a Decision and Payment Map

Begin with the transaction you want to understand. A sponsor-level fee list is useful, but it may leave the approval process unclear. Write a short sentence such as, “The property manager proposes a repair contract for the trust.” Then identify who can approve the contract, who pays the bill, and who owns the contractor.

Keep those questions separate. Receiving a fee does not prove that the recipient chose its own terms. Having authority does not prove that a person receives the payment. A family of companies can contain several roles, with different rights and duties. The review needs the legal names and the relevant agreement for each role.

The Financial Industry Regulatory Authority, or FINRA, addresses related-party dealings in Regulatory Notice 23-08. For covered member firms reviewing private placements, it identifies issuer-affiliate transactions involving offering proceeds as a relevant area of inquiry. It also calls for attention to the terms, conflicts, and disclosures. This is guidance about those firms' review responsibilities; it does not give every sponsor the same legal role. [FINRA's private-placement notice](https://www.finra.org/rules-guidance/notices/23-08).

For the rest of this article, Juniper Bridge is an invented sponsor family. Its entities, agreements, prices, and decisions are fictional. They illustrate a review method rather than describe a real sponsor or standard DST terms.

Imagine a proposed contract with this simple map:

| Question | Juniper Bridge example | Evidence to request |
|---|---|---|
| Who proposes the work? | Juniper Property Services | Written scope and proposal |
| Who approves the price? | A named trust decision maker | Relevant authority clause |
| Who pays? | The property-owning trust | Budget and payment terms |
| Who receives the payment? | Juniper Repairs | Exact contracting entity |
| Who benefits from that recipient? | Its owners, after its costs | Relevant ownership information |

This map does not establish that the price is unfair. It tells you where the incentive sits and what evidence would address it. If the same person controls both sides, the next question is how the price and scope were tested. If another person approves the contract, ask what information that person reviewed and what power they had to reject it.

Record the source date beside each answer. A current brand chart may explain the family of companies without proving which entity signed an older contract. An updated ownership schedule may change the recipient's interests while leaving the original contract price intact.

Also define the decision's limits. Approval of routine work below a dollar limit may differ from approval of a large project. An annual budget approval may differ from permission to hire one contractor. Avoid turning a narrow grant of authority into control over the entire investment.

## Match Every DST Fee to Its Base and Funding Source

A percentage needs a base. “Two percent” is incomplete until you know two percent of what, when the amount is measured, and who funds it. The same dollar payment can look small or large when divided by different figures.

The Securities and Exchange Commission, or SEC, discusses transaction charges, ongoing costs, and compensation questions in its July 2025 fee bulletin. It encourages investors to understand what they pay to buy, hold, and sell. The bulletin is staff education, not a new rule. Its examples cover several investment types; they do not create a universal DST fee table. [SEC staff fee bulletin](https://www.investor.gov/introduction-investing/general-resources/news-alerts/alerts-bulletins/investor-bulletins/updated).

Here is a fully funded fictional acquisition budget. All amounts refer to the same offered interest and closing plan.

| Use of funds | Amount |
|---|---:|
| Property purchase price | $20,000,000 |
| Defined transaction fees | $800,000 |
| Other closing costs | $200,000 |
| Starting cash reserves | $1,000,000 |
| Total uses | $22,000,000 |

The sources are $10 million of offering equity and $12 million of allocated debt. They total $22 million and match the uses. The purchase price alone is not the complete amount funded.

Assume a $400,000 acquisition fee is included within the $800,000 fee line. It equals 2% of the $20 million property price. It also equals 4% of the $10 million equity amount. Both calculations describe the same payment; they are not two charges. The contract's stated base is still the property price in this example.

For this example's headline investor loan-to-value ratio, use allocated debt divided by total investor offering value: $12 million divided by $22 million, or about 54.55%. Debt divided by the $20 million acquisition price gives 60%. That is a separate acquisition-price leverage measure. Label both bases rather than switching between them during a fee comparison.

Now place the $400,000 payment in the decision map. Who sets the purchase price? Who earns the acquisition fee? Does the fee grow if that price rises? Who approves the final funding budget? A percentage tied to price creates a different question from a fixed charge for a defined task.

A higher price does not by itself prove that the fee drove the decision. The useful request is for the basis of the price and the decision record. That may include valuation work, competing terms, or a written explanation of why the property fits the plan. Ask what was actually reviewed rather than assume an outside report settled every issue.

Reserves deserve their own line. Cash held for later expenses is not automatically a fee paid away at closing. Yet it remains part of the investor's funding requirement. Keep its ownership, access rules, and planned uses clear so that “cost,” “cash held,” and “compensation” do not become interchangeable.

## Trace Included Fees Without Counting Them Twice

Follow each payment from its first payer to its final known recipient. This helps distinguish a charge to the investment from a split within that charge. It also exposes the point where a fee summary stops explaining the money.

In another Juniper example, investors fund a $600,000 gross selling compensation amount. The receiving dealer retains $100,000 and passes $500,000 to selling firms. Those firms pay $350,000 to their representatives and retain $150,000. These are assumed shares of the original amount.

The recipient shares reconcile: $100,000 plus $150,000 plus $350,000 equals $600,000. Adding every transfer would produce $1.45 million: $600,000 plus $500,000 plus $350,000. That would count some dollars more than once. It describes traffic through the payment chain, not the charge funded by investors.

Use two views. The cost view shows the $600,000 once. The recipient view shows how that amount is divided. Both are useful, but neither replaces the other. A fee that looks clear at the issuer level can still leave the selling person's incentive unclear.

Suppose a separate $40,000 review fee is also funded at closing. If it is outside the $600,000, the combined charge is $640,000. If it is paid from the dealer's $100,000 share, the investor-funded charge remains $600,000. The dealer would retain $60,000 after that payment, assuming no other costs. A label such as “due diligence fee” cannot resolve which arrangement applies.

Ask for the clause, schedule, or written reconciliation that links the amounts. If two documents disagree, preserve both versions until the issuer or appropriate party explains the difference. Do not silently choose the lower number because it makes the offering look better.

The same care applies to credits. A proposed $25,000 credit reduces a $640,000 charge to $615,000 only if the credit applies to that charge and becomes effective. A possible credit at a later sale is not a closing discount. Nor is a credit paid to one service firm necessarily passed through to investors.

Review the conditions beside the amount. The credit may depend on funding, a specific class, a retained service, or another event. Record who can grant it, who receives it, and what happens if the event fails. Until those terms are supported, show the amount as conditional rather than subtracting it from the main case.

Finally, leave an unexplained payment unresolved. You can reconcile six known lines without concluding that the schedule contains every fee. Arithmetic completeness means the listed amounts add up. It does not establish that the document captures every possible charge or payment path.

## Separate Ownership From Decision Authority

An ownership chart helps identify economic interests. An authority map explains who can act. Do not substitute one for the other.

Suppose an affiliate holds 10% of a service company's equity. That percentage might describe an economic stake, but it does not tell you whether the affiliate appoints the manager, has a veto, or controls contract pricing. Those rights require their own evidence. The same caution applies to a senior job title that sounds powerful but has no stated role in the transaction.

The SEC's August 2022 staff bulletin explains how compensation, affiliated products, and other benefits can create conflicts for brokers and investment advisers. It also says disclosure alone does not satisfy their best-interest obligations. The bulletin is a staff statement, not a rule, and its discussion depends on the professional's role and applicable standard. It does not establish that every DST sponsor has the same duties as an investor's adviser. [SEC staff conflicts bulletin](https://www.sec.gov/about/divisions-offices/division-trading-markets/broker-dealers/staff-bulletin-standards-conduct-broker-dealers-investment-advisers-conflicts-interest).

For a sponsor review, use those distinctions to sharpen the factual questions. Who is acting for the trust? Who is advising you? Who is selling the interest? Who receives compensation from the transaction? Several roles may involve related businesses, but they should not be merged into a single unnamed “team.”

Consider a fictional three-person approval group. Two members have a financial interest in the proposed contractor. The third has no such interest in this example. Knowing that there is one outside member does not answer whether that member can stop the contract. A simple majority vote, a required outside approval, and an advisory-only role produce different decision paths.

Request the actual voting or approval term. Then ask whether it applied to this decision and whether the required people took part. A policy can describe an intended process without proving that the process occurred on a particular date.

Keep absence of evidence separate from a failed process. “No approval record supplied” is accurate if that is what happened. “The contract had no approval” goes further and may be unsupported. Likewise, a signed approval shows an action, but it may not explain the alternatives or pricing information considered.

A useful file contains both authority and reasoning. The first shows who could decide. The second helps explain why they chose the terms. Neither alone proves the investment will perform well, but together they make the conflict review far more specific.

## Compare Related-Party Contracts on Equal Terms

An outside quote can help test a proposed contract only when the quotes cover comparable work. Price alone may hide different services, dates, risks, or payment terms.

Juniper Repairs offers a fictional $240,000 project. An unrelated contractor quotes $225,000. At first, the affiliate appears $15,000 more expensive. But the outside quote excludes $20,000 of required permit and disposal work that is included in the affiliate's price.

With those items added, the outside scope costs $245,000. The affiliate is $5,000 lower on this adjusted basis. That is not proof that the affiliate is the better choice. The adjustment answers only the scope issue. Performance, capacity, payment timing, and warranty terms still require review.

Now assume the outside firm can start two months later. The owner estimates a $12,000 monthly carrying cost caused solely by that delay. Adding the assumed $24,000 makes the outside case $269,000, compared with $240,000 for the affiliate's timely case. The modeled gap is $29,000.

Label the delay cost as an estimate. It could change if the start dates change or if the owner would incur part of the cost anyway. Do not add the same carrying cost again under lost rent if both labels describe the same cash effect. A comparison that contains two names for one loss will overstate the advantage.

The decision record should identify who supplied the estimate. If the affiliate supplied both its own quote and the estimate of the outside firm's delay, seek support for each. A signed competing quote may support price but not future availability. A scheduling note may support timing but not warranty quality.

Payment terms can change the cash need even when total prices match. Paying $120,000 at signing differs from paying $40,000 at signing and $80,000 after completed work. In both versions, the initial $120,000 portion eventually gets paid. The first requires $80,000 more cash at signing. Whether that timing is acceptable depends on the project's cash plan and contract protections.

Also examine changes after selection. A low initial bid can rise through approved extras. Preserve the original scope, the changed scope, and the reason for each added amount. A legitimate change should be traceable without rewriting the original quote as though it had always included the work.

Your finding can be narrow: “The affiliate's adjusted bid is lower under these scope and timing assumptions; completion terms remain unanswered.” That is more useful than labeling every related-party contract good or bad.

## Read Master-Tenant Economics Alongside Trust Cash

When a proposed structure uses a master tenant, examine the payments at each entity. Do not treat property collections, master-tenant income, and trust receipts as one pool of money. The agreements determine the actual rights; the following example is only an economic illustration.

Assume fictional Juniper Tenant receives $1.2 million from property occupants during a year. It pays $240,000 of specified operating expenses and $840,000 of rent to the trust. It retains $120,000 before any other costs in this simplified model.

That residual is not a separate $120,000 charge paid by the trust. It is what remains from the tenant's receipts after the listed payments. Yet it is relevant to incentives. The review should identify who owns the tenant, which costs it bears, and whether the trust shares in higher receipts under the actual formula.

Now reduce collections by $180,000 while holding the modeled costs and rent due fixed. Receipts become $1.02 million. Expenses and rent due still total $1.08 million. The tenant has a $60,000 shortfall before other resources. The original $120,000 margin has disappeared.

This scenario does not tell you whether rent will be paid. That depends on available cash, enforceable support, contract terms, and other facts. The model simply shows the size and location of the shortfall. Do not convert a rent obligation into proof of the payer's ability to meet it.

If a related company offers support, identify that company and the support's terms. A parent brand's assets are not automatically cash available to the tenant. A general statement of commitment does not supply an amount, duration, funding trigger, or enforceable promise.

Also look at the upside. If collections rise by $100,000 and all listed payments stay fixed, the tenant's residual becomes $220,000. That is the assumed contract result, not a universal master-lease feature. A different agreement may share excess cash or change rent. The review needs the actual formula and any limits.

The important question is how each party's benefit changes with performance. The trust may receive a fixed payment while another entity bears certain risks and receives certain gains. Assess that trade through the documents and the payer's resources. A simple fee percentage will not reveal the entire arrangement.

## Distinguish New Support From Internal Transfers

A transfer can improve one account's balance without increasing the cash held by the overall structure. Start with a clear boundary around the entities and accounts you are measuring.

In a fictional quarter, the trust holds $70,000 in its operating account and $90,000 in its reserve account. Moving $40,000 from reserves to operations produces $110,000 and $50,000. The combined amount remains $160,000. No new cash entered those two accounts.

Suppose a separate sponsor entity then contributes $30,000 from outside that boundary. The combined amount rises to $190,000. If it is instead a loan, the cash still rises by $30,000, but a repayment obligation also arises under the assumed terms. Calling both arrangements “support” hides an important difference.

Write the cash movement and the legal claim on separate lines. Who transferred the money? What account received it? Must it be repaid? Does it carry interest, priority, or conditions? Who approved the arrangement? A statement showing receipt proves one part of this chain, not all of it.

A deferred fee is different again. If a $20,000 fee remains owed but is not paid this quarter, cash is $20,000 higher than it would have been after payment. No outside cash was contributed. The unpaid obligation may still affect later cash. A waived fee would change the obligation only if the waiver is effective under its terms.

Avoid adding a reserve transfer, a fee deferral, and outside support as though each were new money. In the example, only the $30,000 arrives from outside the defined accounts. The other actions change location or timing. That distinction matters when a presentation explains how distributions were maintained.

It also matters at the sponsor level. A support payment from one affiliate may be funded by a repayment or charge from another entity. You cannot conclude that happened without evidence. But asking where the funds originated is reasonable when the claim depends on new sponsor resources.

Keep the conclusion tied to what you know. “The trust received $30,000; repayment terms were not supplied” is more precise than “The sponsor absorbed the loss.” It leaves the unanswered economic question visible.

## Test Incentives When Conditions Change

Review how payments change when the plan slows, cash weakens, or a new transaction is proposed. An incentive can be reasonable at closing yet create a different choice later.

Imagine a fixed management fee of $100,000 a year. Holding the investment for one extra year creates another $100,000 payment under the assumed contract. That fact alone does not show that the manager delayed a sale to earn it. The extra year may also involve work, risk, and a better or worse outcome for investors.

Compare the decision paths. What proceeds might a sale now produce? What additional cash, costs, and risks arise from waiting? Who recommends the timing, and who receives the extra fee? What evidence supports the waiting case? Preserve uncertainty rather than turn a projected benefit into a guaranteed offset.

For a simple illustration, waiting adds $180,000 of property cash before the additional $100,000 fee and $30,000 of other holding costs. The modeled net is $50,000 before changes in sale proceeds, taxes, and the time value of money. A $70,000 lower eventual sale price would turn that narrow comparison into a $20,000 disadvantage. These assumptions show why the fee cannot be judged in isolation.

A proposed borrowing change raises another set of questions. Suppose a hypothetical, separately reviewed transaction would reduce annual interest by $150,000 but incur $210,000 of upfront costs. Ignoring timing and other changes, simple cost recovery takes 1.4 years. After one year, the net is negative $60,000; after two, positive $90,000.

That arithmetic is not permission for a DST to refinance or change its structure. Any actual proposal needs review of its legal, tax, and contract constraints. Here, it only shows how a party receiving upfront compensation may benefit sooner than investors recover the modeled cost.

Ask what happens if the plan ends before that recovery point. Are fees refundable? Does an affiliate retain compensation even if the expected savings do not occur? Is a fee based on committed, funded, or outstanding debt? Each term changes the incentive and the cash model.

Include noncash benefits when they matter. A transaction may preserve a management role or direct future business to an affiliate. Those effects may be hard to price. Describe them clearly rather than invent a dollar value or exclude them because they do not appear on an invoice.

## Follow the Money Through an Affiliated Sale

A related buyer can create questions about sale price, approval, timing, and future fees. Review both the seller's proceeds and the economic benefits that may continue after closing.

Assume Juniper receives a fictional $25 million outside offer. Under that case, selling costs are $500,000, debt repayment is $12 million, and another $200,000 of closing adjustments is payable. Net proceeds are $12.3 million before investor taxes and any items not included in the model.

An affiliated buyer offers $24.8 million. Its case has lower selling costs of $200,000, with the same debt and adjustments. Net proceeds are $12.4 million. The affiliated gross price is $200,000 lower, but the assumed net is $100,000 higher.

This does not settle the choice. The figures must rest on comparable, credible terms. Differences in deposits, conditions, timing, or payment certainty may matter. A proposed lower selling fee is not a completed waiver. A headline price alone misses the modeled costs; a net figure alone can hide weak closing terms.

Suppose a later investment offered to the sellers includes a new $300,000 fee on a combined reinvestment. Do not subtract that amount from the original sale automatically. Participation, funding, terms, and timing must be established. Show the sale decision and the new investment decision separately, then combine them only for a defined investor path.

For a fictional path that reinvests all $12.4 million and pays the $300,000 charge from that amount, $12.1 million remains after that charge, before other uses. That is a funding calculation, not the value of the new asset or an investor return. It also does not establish a tax result.

Identify who receives the new fee and who benefits from continued management. If the same sponsor family participates on both sides, the map should show both roles. The presence of a relationship is a reason to examine the terms; it is not proof that the sale price is wrong.

Ask for a clear explanation of any alternative that was considered and rejected. Record which details were actually supplied. An appraisal, outside bid, or approval memo can answer a particular question without verifying every term of the entire transaction.

## Turn Missing Answers Into Specific Review Decisions

A practical review ends with supported findings and open questions. It should not end with a numerical sponsor grade built from how many documents arrived.

The SEC's private-placement bulletin, updated in September 2026, describes limited disclosure, difficulty selling an investment, and the possibility of loss. It also urges investors to ask about the recommending professional's compensation and business ties. A well-organized fee file does not remove those risks. [SEC private-placement bulletin](https://www.investor.gov/introduction-investing/general-resources/news-alerts/alerts-bulletins/investor-bulletins/private-placements-under-regulation-d-updated-investor-bulletin).

For Juniper, suppose you begin with eight material questions. Five have usable answers, two have no answer, and one has conflicting answers. The file has five supported answers and three open issues. The 62.5% answer rate measures this chosen checklist only. It is not a probability of safety, fairness, or future success.

Now a fee amendment changes the recipient and approval path. Two of the five answers depended on the old version. Those answers reopen. The file now has three usable answers and five open issues, assuming all other states stay the same. Keeping the original five marked complete would hide the effect of the change.

Tie each answer to its source. A short record can name the decision, payer, recipient, base, amount, authority, date, and unresolved condition. Save the prior version when a later answer replaces it. This makes the review understandable to another reader without asking them to trust a summary from memory.

Prioritize questions by their effect on the investment decision. An unknown authority to approve a large related-party payment may matter more than a formatting defect. A small charge can also matter if it reveals that two documents use different definitions throughout. Explain the consequence rather than rank issues by dollar size alone.

Do not let a deadline turn an unanswered question into an assumption. Ask whether the information can be obtained in time and who will review it. A response that says “standard terms apply” may still leave the fee base, recipient, and approval rule unknown. Narrow the follow-up to those missing facts.

The final choice belongs in a broader investment review. Fees and conflicts affect economics, but property risk, debt, cash needs, and personal constraints still matter. The purpose of this method is to make one important part of that decision traceable and clear.

## Frequently Asked Questions

### Does a related-party payment mean the sponsor should be rejected?

The relationship alone does not answer that question. Review the service, price, authority, recipient, and alternatives. A supported explanation can address a specific concern without proving that the whole investment fits you. If important facts remain unavailable, describe the gap and its effect on your decision. Do not assume either fairness or misconduct from the company names alone.

### Which number should I use to compare DST sponsor fees?

Use the contract's stated base first, then show dollar amounts and any useful common comparison base. Match the same interest, date, and services. A fee expressed as a share of property price is not directly comparable to a fee expressed as a share of equity without conversion. Keep reserves separate from compensation, and identify whether a quoted amount is included in another charge.

### Can I add every fee listed across the documents?

Only after you check the relationships among the amounts. A gross selling charge may include payments later divided among firms and people. Adding the gross charge and those shares counts the same money again. Conversely, a separate expense may be outside the gross amount. Request a reconciliation that states which amounts are included, additional, conditional, or unresolved.

### Does sponsor ownership show who approves a transaction?

No. An economic interest and an approval right are different facts. Review the relevant agreement or authority record for the decision being studied. A minority owner may have a specific consent right, while a person with a prominent title may have no role in that decision. Also distinguish a written approval policy from evidence that the required process occurred.

### How should I treat a fee waiver or deferral?

Read the effective terms before changing the model. A waiver may remove a payment obligation within its stated scope. A deferral changes when payment is due and may leave the amount owed. A conditional credit should stay conditional until its requirements are met. Record who grants the concession, who receives the benefit, and whether later events can reverse it.

### What if the sponsor pays money into the investment?

Identify the source, recipient, amount, date, and repayment terms. New outside money differs from moving the trust's own reserves between accounts. A loan can add cash while also creating a future claim. A deferred fee preserves current cash without adding outside funds. Use separate lines for each action so that a general claim of support does not conceal the economics.

### What should I take to the professional reviewing the offering?

Bring a short map of decisions and beneficiaries, the source documents behind it, and the open issues. Include the fee calculations with their bases and any conflicting versions. State which facts are confirmed by the supplied records and which remain assumptions. Ask the reviewer to address the issues within their role, including legal or tax questions that the cash examples here do not answer.

## About Sequoia Research

Sequoia Research, LLC provides independent research on DSTs and other real estate investment offerings. This educational library helps readers examine source documents, compare definitions, and develop focused questions about investment claims and risks.

## Sources

- [FINRA Regulatory Notice 23-08](https://www.finra.org/rules-guidance/notices/23-08). May 9, 2023. Related-party transactions and review duties of covered member firms. Accessed October 18, 2026.
- [SEC staff fee bulletin](https://www.investor.gov/introduction-investing/general-resources/news-alerts/alerts-bulletins/investor-bulletins/updated). July 23, 2025. Transaction and ongoing charges; questions about costs and compensation. Accessed October 18, 2026.
- [SEC staff conflicts bulletin](https://www.sec.gov/about/divisions-offices/division-trading-markets/broker-dealers/staff-bulletin-standards-conduct-broker-dealers-investment-advisers-conflicts-interest). August 3, 2022. Broker and adviser conflicts; role-specific obligations and staff-statement limits. Accessed October 18, 2026.
- [SEC private-placement bulletin](https://www.investor.gov/introduction-investing/general-resources/news-alerts/alerts-bulletins/investor-bulletins/private-placements-under-regulation-d-updated-investor-bulletin). Originally August 17, 2022; updated September 21, 2026. Disclosure, liquidity, loss, and compensation questions. Accessed October 18, 2026.


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